When you're second, you try harder. So true for gutsy Worcester, Mass., birthplace of the American valentine, the liquid-fueled rocket, Abbie Hoffman and the birth control pill. Located 40 miles west of Boston, Worcester (pop. 170,000) is the state's second-largest city, which defiantly calls itself "The Heart of the Commonwealth."

Like most milltowns, Worcester slid into decline in the latter part of this century. But the city rebounded, enjoying a cultural renaissance and earning the nickname "The Paris of the Eighties."

The local pronunciation is "Woostah." Want a little culture with your chutzpah? There's the Worcester Art Museum and the Higgins Armory, along with concert venues Mechanics Hall and The Aud. The Centrum (shaped like a giant orange vitamin) is a civic arena hosting tractor pulls, rock concerts and home shows.

Once home to the Worcester Lunch Car Co., the city boasts 12 operating diners. Care to get outta town? "The City of Seven Hills" (and numerous nicknames) is just minutes from the New England countryside ... but with fried eggs and hash browns on every corner, who'd ever want to leave?